Indentures

TRUST AGREEMENT AND INDENTURE OF RESTRICTIONS

OF

ROYALWOOD SUBDIVISION (ORIGINAL)

THIS INDENTURE, made this Six day of September 1978 and between ROYALWAY DEVELOPMENT COMPANY, a Missouri Corporation, herein called "OWNER" and DAVID L. KENNY and LEONARD KIEM  and  SIDNEY LIBRACH, all of St. Louis County, Missouri, herein called "TRUSTEES".

                                 WI T N E S S E T H:

WHEREAS, Owner is vested with fee simple title to a certain tract of land situated  in St. Louis County, Missouri, herein sometimes referred to as "SITE", being more particularly described as follows, to wit:

PARCEL 1:  A parcel of land in U. S. Surveys 1911, 366 and 370, Township 45 North, Range 4  East  St. Louis County, Missouri, and being more particularly described as:  Beginning at a point in the South right-of-way line of Missouri State Highway 40 and 61; said point being 150 feet Southwardly of and at right angles to the centerline of Missouri State Highway 40 and 61 station- 425+00, thence along the South line of Highway 40 and 61 South 76 degrees 22 minutes 10 seconds East 1494.06 feet to a point, thence leaving the South line of Highway 40 and 61 South 02 degrees 16 minutes 50 seconds West 523.50 feet to a point, thence North 84 degrees 13 minutes 09 seconds West 42.90 feet to a point, thence South 53 degrees 01 minutes 49 seconds West 127.00 feet to a point in the centerline of Creve Coeur Creek, thence Westwardly along the centerline of said creek following its meanderings to its intersection with the centerline of Cole's Branch, thence Northwardly along the centerline of said Cole's Branch to its intersection with the South line of State Highway 40 and 61, thence along the South line of Highway 40 and 61, North 89 degrees 35 minutes 39 seconds East 58.14 feet to a point, thence South 76 degrees 22 minutes 10 seconds East 250.00 feet to a point, thence South 28 degrees 38 minutes 35 seconds East 74.33 feet to a point, thence South 76 degrees 22 minutes 08 seconds East 100.00 feet to a point, thence North 86 degrees 55 minutes 50 seconds East 208.81 feet to the point of beginning.

PARCEL 2: A parcel of land in U.S. Surveys 1911, 366 and 370, Township 45 North, Range 4 East, St. Louis County, Missouri, and being more particularly described as: Beginning at a point in the South line of Missouri State Highway 40 and 61, said point being 180 feet Southwardly of and at right angles to the centerline of Missouri State Highway 40 and 61 station 418+00, thence along the South line of Highway 40 and 61 North 75 degrees 44 minutes 19 seconds West 541.17 feet to the actual point of beginning, thence South 71 degrees 29 minutes 00 seconds West 159.65 feet to a point, thence South 84 degrees 17 minutes 00 seconds West 159.20 feet to a point, thence North 32 degrees 17 minutes 00 seconds West 202.33 feet to a point in the South line of Highway 40 and 61, thence along the South line of Highway 40 and 61 South 75 degrees 32 minutes 12 seconds East 173.20 feet to a point, thence South 81 degrees 58 minutes 12 seconds East 251.25 feet to a point, thence South 13 degrees 37 minutes 50 seconds West 25.00 feet to a point, thence South 75 degrees 44 minutes 19 seconds East 8.85 feet to the actual point of beginning.

PARCEL 3: A tract of land in U.S. Surveys 1911, 366 and 370, Township 45 North Range 4 East and described as:   Beginning at a point in the South line of Missouri State Highway 40 and 61, said point being 180 feet Southwardly of and at right angles to the centerline of Missouri State Highway 40 and 61 station 418+00, thence along the South line of Highway 40 and 61 North 75 degrees 44 minutes 19 seconds West 110.10 feet to the actual point of beginning, thence South 23 degrees 24 minutes West 21.43 feet to a point, thence North 46 degrees 11 minutes West 42.89 feet to a point, thence South 75 degrees 44 minutes 19 seconds East 40.72 feet to the actual point of beginning.                                                                                                                                                                       

                Book 7097  page 2178

      and WHEREAS, this Indenture is established for the purpose, inter alia, of complying with St. Louis County Ordinances applicable to Site, and

      WHEREAS, Owner intends to develop and improve the above described Site in part with residences, and in part with recreation and open space area for the common use and enjoyment of the occupants and owners of said residences, and

      WHEREAS, Owner has caused a part of said Site to be laid out and platted as a subdivision to be named ROYALWOOD SUBDIVISION, the plat of which has been recorded in the office of the Recorder of Deeds within and for St. Louis County, Missouri, in Book 185 

at Pages  6 and 7 of said records, said subdivision being herein referred to as "PLAT", and

      WHEREAS, Owner has caused, or will cause, to be constructed and laid out upon a part of said Site an open space area intended to be used for, by way of example, and not by way of limitation, recreation area and park purposes, said open space area being herein referred to as "Common Ground", said Common Ground being identified and more particularly described on said Plat;

      WHEREAS, there has been designated and recited on Plat certain public streets and also certain easements which have been provided for the purpose of constructing, maintaining, and operating sewers, pipes, conduits, poles, wires, and other facilities and utilities for the benefit of the Owner or Owners of the lots shown on said Plat, and for the use of such others as may be later designated by Owner herein; and

      WHEREAS, it is the purpose and intent of the Owner and of the Trustees that said Subdivision (Plat) and any other single family residence subdivision as may be created and established upon Site, or upon any part thereof, shall in conjunction with Common Ground be and remain a first class, integrated, single family residence project, and

      WHEREAS, all reservations, limitations, conditions, and covenants herein contained, any and all of which are herein referred to as "RESTRICTIONS", are made jointly and severally for the benefit of all persons who may purchase, hold, or own, from time to time, any of the several lots which may be hereafter platted or created upon Site and made subject to these restrictions, and for the benefit of Owner, and their respective tenants, invitees, successors, and assigns;

      NOW, THEREFORE, in consideration of the premises and the sum of One Dollar ($1.00) to them in hand paid by Trustees, the receipt of which Owner hereby acknowledges, and with the agreement and consent of Trustees to act as such hereunder, Owner hereby grants, bargains, and sells, conveys and confirms unto said Trustees, as joint tenants and not as tenants in common, and unto their successors in trust, so long as this Indenture shall remain in force and effect:

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Book 7097  page 2179 

(A)       All the strips of land shown on Plat  (and as may hereafter be shown on subsequent plats filed of record subdividing Site) for public utility easements, storm water sewers and drainage facilities.

                              (B)       Easements in, over, upon and across such portions of Plat (and of such portions of such subsequent plats as may be filed of record subdividing Site) as may be now or hereinafter designated as streets and roads, as follows:   The rights, benefits, and advantages with said (Plat) Subdivision of having ingress and egress from and to, over, along, and across easements, storm water sewers and drainage facilities, and of appropriately beautifying, maintaining and controlling the movement of traffic over the same; also of constructing, maintaining, reconstructing and repairing sewer, gas and water pipes and connections therewith on said roads, streets and driveways; also of using the same for highway purposes of every kind and of regulating the use thereof in the interest of health, welfare and safety of present or future residents of said Subdivision; and of laying, constructing, maintaining and operating thereupon, either above or underground, suitable supports or conduits for electricity, telegraph and telephone wires, and suitable pipes, conduits, or other means of conducting steam, electricity, hot water or other useful agencies;

                              (C)       And Owner does also create and grant to said Trustees, their Successor or Successors, easements in, over and upon and across such portions of said land as may be used for residential or other purposes as follows: The rights, benefits and advantages of having egress and ingress to and from, over, along and across any of such land for the purpose of performing any of the rights and duties in this Indenture contained; and of laying, constructing, maintaining and operating over, along and across any of said land used for any such residential or other purpose, either above or underground, suitable supports or conduits or other means of conducting sewage, steam, electricity, water, or other useful agencies, provided, that none of the supports, conduits, pipes, devices or other appliances shall interfere with the lawful construction of any building or structure on said property, and that said easements shall terminate at the exterior foundation wall of any building structure.

                             (D)       Common Ground, together with such improvements as are now or may hereafter be erected and constructed thereon, and the designated Common Ground in any plats hereafter recorded covering any land contained within said Site;

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                 TO HAVE AND TO HOLD the same to said Trustees and their Successors in Trust, IN TRUST, for the Owner and the present and future owners of each of the said lots in said Plat, and said lots and all of them shall remain forever subject to the burdens and entitled to the liens involved in said easements and Owner, for itself, its Successors and Assigns, and for and in behalf of all persons who may hereafter derive title by, under and through Owner, for itself, its Successors and Assigns, to any part of said Subdivision (Plat), hereby provides that the liens and burdens of said easements, and restrictions shall be, run with, and remain attached to. each of the lots in said Subdivision (Plat) as appurtenant thereto, provided, however, that said easements are created and granted subject to the power and rights granted to the said Trustees by this Indenture, and shall be availed of and enjoyed only under and subject to such reasonable rules and regulations as said Trustees and their Successors may make and prescribe or as may be made and prescribed under and by authority of the provisions of this Indenture.

ARTICLE I 

Sec.  1.01 Selection of Trustees;  Meeting of Lot Owners; Term

                 (a) The Trusts and Restrictions in this Indenture set forth shall continue and be binding upon Owner and Trustees and upon their Successors and Assigns for a period of thirty (30) years from the  6th  day of September, 1978,  and shall automatically be continued thereafter for successive periods of fifteen (15) years each; provided, however, that the fee simple record owners of the lots now subject and hereafter made subject to these Restrictions, by two-thirds (2/3) vote of those entitled to vote, may terminate the trusts or release all of the land restricted thereby from any one or more or all of said Restrictions at the end of said thirty (30) year period, or of any succeeding fifteen (15) year period thereafter, by executing and acknowledging an appropriate agreement or agreements in writing for such purposes and filing same for record in the office of the Recorder of Deeds of St. Louis County, Missouri, at least one (1) year prior to the expiration of said thirty (30) year period or of any fifteen (15) year period thereafter.

                (b) Subject to the provisions of Subparagraph (c) of this Section 1.01, SIDNEY LIBRACH, LEONARD S. KIEM and DAVID L. KENNY, all hereinsometimes referred to as originally named Trustees, shall serve for terms of three (3), four (4), and five (5) years, respectively from date hereof.  Upon the expiration of such term, each subsequent term shall be of five (5) years in duration.  In the event of death, disability, incompetency, resignation, or inability for whatever reason of any Trustee, or his Successor, to discharge his duties hereunder, or upon the expiration of the term of any Trustee hereunder, the surviving or remaining Trustee(s) shall designate a Successor Trustee to fill the unexpired term of such Trustess, or of his Successor, as the case may be, but subject always to subparagraph (c) of Section 1.01.

              (c) When all of Site has been subdivided and platted of record for single family dwellings pursuant to Ordinance  ___  then when 50% of all such lots have been sold and transferred of record, SIDNEY LIBRACH (or his Successor in

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              Book 7097   page 2181

office) shall be deemed to have resigned, and when 95% of all such lots have been sold and transferred of record, LEONARD S. KIEM (or his Successor in office) shall be deemed to have resigned, and when 100% of all such lots have been sold and transferred of record, then DAVID L. KENNY (or his Successor in office) shall be deemed to have resigned. Upon the occurrence of each such resignation, the remaining or surviving Trustee or Trustees, shall designate a Successor Trustee from amongst the then resident lot owners (but other than an originally named Trustee, unless such originally named Trustee actually resides in a residence in the subdivision, in which case such resident Trustee shall be an eligible appointee) in the Site to fill the unexpired term of the Trustee resigned under the provisions of this subparagraph (c).   In all events, and irrespective of the number of lots in Site which have been sold, upon the expiration of five (5) years from the date of Indenture, SIDNEY LIBRACH (or his Successor) shall be deemed to have resigned as Trustee, and the surviving Trustee or Trustees shall appoint a Successor Trustee from amongst the then resident owners of lots encumbered by this Indenture, and the provisions in this subparagraph applicable in the event of sale and transfer of record of 95% of all lots, and thereafter of the balance of such lots in Site, shall continue to apply, until all of the Trustees are constituted from resident owners of lots encumbered by this Indenture.  A sale or transfer of any lot or lots not improved with a residence structure shall not affect the term of office of any then Trustee.

           (d)   In the event the office of any Trustee herein becomes vacant, and such vacancy, for any reason, is not filled by appointment as herein provided, then the owners of not less than fifteen (15%) per cent of the lots encumbered by this Indenture, may, by giving notice ( by U. S. Mail, postage prepaid, directed to all of lots owners encumbered by this Indenture, or by personal delivery) hold a special election, such election to be held in St. Louis County, Missouri, not less than thirty (30) days after the date of giving such notice, for the purpose of filling such vacancy.  Such vacancy shall be filled by the majority vote of those lot owners attending the election; the record owners of each lot shall be entitled to one (1) vote in the aggregate.  If, prior to the filling of any vacancy by election, such vacancy is filled by appointment, pursuant to' the terms of this Indenture, such election need not be held and shall be called off.

          (e)   The actions of a majority of the Trustees shall bind all the Trustees; all persons, with respect to approval of plans and specifications shall be entitled to rely, conclusively, upon the written approval thereof by any one Trustee, as constituting the approval of a majority of the Trustees.

          (f)   The provisions of subparagraph (c) of this Section 1.01 with respect to percentage of sales and transfers of lots in the Site, shall not apply to sales from Owner to another developer for development and resale, but are intended to apply to sales, in the usual court, of lots and residences, to persons who will occupy such residences, whether such sales be by owner or by a subsequent developer.

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                                                                                                                                      Book 7097   page 2182

ARTICLE II (A)

The Trustees shall keep said roads, circles, parking areas, walks, and Common Ground open at all times for the use and benefit of the owner or owners of the various building and residences now constructed or hereafter constructed upon Site and for the use and benefit of the Lessees, Tenants and licensees of the owner of said residences and for the benefit of their invitees.  Such use shall always be subject to the general rules and regulations hereafter established or prescribed by the Trustees and subject to. the established charges therefor.  The Trustees shall have, to exercise as they, in their sole discretion deem best, the power, to make, improve and construct and reconstruct the roads, circles, walks, parking areas, and Common Ground as are now constructed or may hereafter be constructed upon Site and conveyed to Trustees, and to maintain and repair the same, to regulate the use thereof, and to provide for the proper lighting, policing, and protection of same, and to construct and maintain, or permit others to construct and maintain, overhead or underground transmission systems and pipes, conduits and other means for the transmission of electric, telephone and telegraph services, and gas, steam, water and other useful agencies, storm and foul water systems, for the benefit of Site and the Owner, Owner's Tenants and Lessees, and their invitees, and for the benefit of the aforesaid lot owners, and their invitees all herein sometimes referred to as "USERS".

No building improvements or structures shall be constructed upon the Common Ground located in street cul de sac areas, except in compliance with the provisions in the legend on the Plat for said subdivision.

Sec.  2.01 - Trustees shall have the right at all times to construct and maintain, or permit others to construct and maintain, in or over the easement strips delineated on plat, and upon such easement strips as Owner may hereafter designate by appropriate plat or instrument of record, walks, overhead or underground transmission systems for the transmission of electric, telephone and telegraph service and gas, steam, water and other useful agencies, and storm and foul water systems for the benefit of Users.

Sec.  2.02 - The Trustees shall provide for and forever secure to Users, and each of them, the right, benefit, and advantage of having ingress and egress from and to, over, along, and across such roads, circles, walks, parking areas, and Common Ground, provided that the use thereof shall be subject to general rules and regulations hereafter established or prescribed by the Trustees.

Sec.  2.03 - The Trustees shall provide that no persons, firm or corporation shall at any time obstruct or occupy any part of the roads, circles, walks, parking areas and Common Ground areas with building materials, soil or other objects calculated to prevent free passage to Users.

ARTICLE II (B)

                The rights and easements herein granted are to be easements in fee annexed to and forever to continue to be annexed to and passing with and inuring to Site or any part

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                                                                                                                                        Book 7097  page 2183

or subdivision thereof as appurtenances thereto, and said Site and every part thereof are to forever remain subject to the burdens and entitled to the benefits involved in said easements, except as herein otherwise provided, and it is hereby expressly agreed that the rights and easements and each of them are created and granted subject to the powers and rights granted to Trustees in Article III of this Indenture, and to the provisions of Article IV hereof, and shall be availed of and enjoyed only and subject to such reasonable rules and regulations as Trustees or their Successors may from time to time make and prescribe, or as may be prescribed under and by authority of the provisions of Article IV; and none of the things, power to do which is hereinafter conferred upon Trustees or their Successors, shall be done (unless otherwise in this Indenture provided), excepting by and through Trustees or their Successors, or with their written permission.

ARTICLE III

Rights, Authorities, Powers, Interest and Duties of Trustees

Trustees and their Successors as Joint Tenants and not as Tenants in Common, shall for and during the period of the trust and of the said restrictions have the following rights, authorities, powers, interests and duties:

Sec.  3.01 - To construct, reconstruct, maintain and repair the streets, gutters, and curbing, or any of them, in and upon the aforesaid roads, places, circles, walks, parking areas, Common Ground and structures; to plant, grow and preserve trees and shrubbery in any appropriate spaces in or upon or adjacent to said roads, places, circles, walks, parking areas, and Common Ground; and to construct lay, maintain, reconstruct and repair proper and sufficient sewer systems, gas and water pipes and other pipes and conduits and connections therewith, and overhead and underground transmission systems for conducting electricity, telephone or telegraph service in or upon the said roads, places, circles, walks, parking areas and Common Ground, and in or upon the easement strips shown on Plat, or upon those hereinafter established upon Site, and all of the said rights and powers shall apply to and be exercised upon or with respect to such like improvements and conveniences as may be made by Owner.  Trustees shall also have the power, by way of example and not by way of limitation, to construct, reconstruct, maintain, and repair recreation buildings, and other recreation facilities in the Common Ground, and the right to construct, reconstruct, maintain and operate upon any part of the Common Ground, lakes, planting islands, bridges, fences, sculptors, landscaping improvements of any type, character, or description, and other recreation facilities.  And it shall be the duty of the Trustees to levy assessment for, contract for and make any or all of the improvements herein authorized.

Sec.  3.02 - To grant to such person or persons, corporation or corporations, and for such time as they, the Trustees, or their Successors may deem best, the right to enter upon said roads, circles, places, parking area, walks, common areas, and Common Ground, or any of them, or the easement strips shown on plat, or those hereafter established on Site, and erect and maintain overhead and underground

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        Book 7097   page 2184

transmission systems for conducting electricity or telephone or telegraph service, and to construct and maintain therein suitable pipes or conduits or other means to conduct water, gas, steam, and other useful agencies and to supply the same for the use and benefit of Owner and Users.

Sec.  3.03 - To light, police, sprinkle, oil, clean or resurface said roads, circles, walks, places, parking areas, common areas and Common Ground, and clean storm sewer systems, pipes, conduits and connections therein; to preserve, maintain and keep open the same and the connections, entrances and exits of the same whenever necessary to do so by appropriate legal proceedings; also to pay the general and special taxes which may be assessed against the same; also to receive, hold, convey, dispose of and administer in trust for the purpose of this Indenture, any gift, grant, conveyance or donation of money or real or personal property, and generally to do whatever else may to the Trustees or their Successors deem to be necessary with respect to said roads, circles, places, parking areas, walks, common areas, and Common Ground, including the collection, removal, carrying away and disposal of garbage, rubbish, and ashes from the said roads, places, circles, walks, common areas, and Common Ground, and in and from the Site, and to make proper contracts therefor, covering such periods of time as the Trustees may deem best.

Sec.  3.04 - To make provision with the St. Louis County Water Company to furnish water for use upon any part of the Site. To make provision with any fire district, municipality or person for protection against loss or damage by fire of improvements now or hereafter erected upon Site, and for the sprinkling, washing, and cleaning of the roads, places, avenues, circles, walks, parking areas, common areas, Common Ground, and the curbing and guttering, or the watering of trees, grass and shrubbery thereon, or for any other use thereon by the Trustees deemed necessary or proper, and also for use in cleaning and flushing sewers in the Site, and also for any other uses in said Site which the Trustees may from time to time deem necessary or proper, and to enter into any contract or contracts with respect to such water and the furnishings thereon and the payment therefor as the Trustees may deem proper.  And the Trustees may install and keep in operation and repair water and fire plugs, police signal systems and connections in said roads, places, avenues, circles, walks, parking areas, common areas, and Common Ground, and may install and keep in operation and repair any facilities constituting a part of the common area or Common Ground, including, but not by way of limitation, improvements calculated to improve the aesthetic appearances of Site.

Sec.  3.05 - Also, to convey and grant to others outside of the Site, but subject always to laws and ordinances applicable to Site, the right to use the roads, places, avenues, circles, walks, parking areas, common areas, and Common Ground, storm sewer systems, water and gas pipes, and other pipes and conduits, and the overhead and underground transmission systems, or any of them, which may at any time from time to time be in the aforesaid roads, places, avenues, circles, walks, parking areas, common areas, and Common Ground, or in the easement strips shown on Plat or in those hereafter established on Site, the terms of and compensation

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                      Book 7097   page 2185

for such use or uses to be agreed upon between the Trustees or their Successors, or determined as may be provided by law or ordinance.  The compensation received for such use or uses shall be held and expended as necessary by the Trustees or their Successors, for the maintenance, repair, lighting, cleaning, policing, sprinkling, improving, and beautifying of such roads, places, avenues, circles, walks, parking areas, easement strips, common areas, and Common Ground, and the storm sewers and other improvements located within, upon and about the Site as the Trustees may deem necessary or proper; provided, however, that any such right or use granted to others shall be in common with the right to those in the said Site and shall not be conveyed or granted as to any storm sewer or gas pipe or any other pipe or conduit, unless the capacity of the sewer or pipe or conduit to be affected shall be ample to accommodate the rightful use thereof by those in the Site and such additional use.

Sec.  3.06  -  Also, to cut, remove, and carry away from all vacant land areas in the Site and properly dispose of all weeds and unsightly grasses or other growths, as well as rubbish, filth and accumulations of debris and other things tending to create unsightliness or untidiness; this may be done at the expense of the trust, or if the owner of such land fails, omits, or refuses, after 10 days written notice delivered to such owner or posted on such land, to remedy such condition, at the expense of the owner of such land, on whose land such expense is incurred, by special assessment against him, as the Trustees may determine; the right to prescribe the type and location of rubbish containers, and the method manner, and means of rubbish disposal.

Sec.  3.07  -  To transfer and convey to any public authority any sewer system, storm sewer pipe, water pipe, or other pipe or conduit and appurtenances which may heretofore or hereafter have been constructed by Owner or by the Trustees, and to receive money considerations therefor, but all such money considerations shall be paid over and delivered by the Trustees to Owner, and the Owner hereby reserves unto itself, its Successors and assigns, the right to receive and retain for its own use and benefit any money so paid over and delivered to it for or on account of such improvements.

Sec.  3.08  - To prevent, as Trustees of an express trust and for the benefit of other owners of any part of the Site, any infringement or compel for performance of any covenants or restrictions in this Indenture contained and to prescribe and enforce rules and regulations with respect to the use of the roads, places, avenues, circles, walks, parking areas, common areas, Common Ground, and/or sewers, sewer pipe, water, gas or other pipe and appurtenances, and overhead or underground transmission systems or any of them.

Sec.   3.09  - To prohibit heavy hauling over, upon or along said roads, places, avenues, circles, and parking areas, and to prohibit speeding or racing and regulate

speeds thereon; to prohibit the obstruction of said roads, places, avenues, circles, parking areas, and walks by storage of materials or otherwise.

Sec.  3.10  - To dedicate, at any time, to public use, the roads, places, avenues, circles, walks, parking areas, easement strips, common areas, and Common Ground, or any

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                   Book 7097   page 2186

part thereof in said Site.  Whenever any road, place, walk, avenue, circle, parking area, common area, or Common Ground, or any part thereof, is dedicated to public use, or is condemned and taken by public authority, then the powers and duties of the Trustees with respect to the same shall cease, but the restrictions by this Indenture imposed upon the Site shall nevertheless continue in full force and effect until the termination thereof, as provided in Article IV.   Unless the Trustees dedicate the roads, places, avenues, circles, easement strips, parking areas, common areas, walks, Common Ground, or any of them, to the public for public use as hereinabove provided, the Trustees shall hold the same perpetually upon the trusts herein provided for the use and benefit of the Owners of the land and improvements in said Site.  If any moneys are received by the Trustees as compensation for roads, places, avenues, circles, walks, parking areas, easement strips, common areas, Common Ground, or any part thereof taken in condemnation proceedings, the amount so received shall be applied to the payment pro rata of and damages which may be assessed against any of the land owners in said Site, and the surplus, if any, shall be held by the Trustees and shall be used for general purposes of the trust, the same as funds collected under Section 3.14 of this Article III.  Anything to the contrary herein notwithstanding, Common Ground may be dedicated to public use only upon ratification of such dedication by a three- fourths vote of the lot owners affected by these Restrictions.

Sec.  3.11  - To enter upon the said roads, walks, places, avenues, circles, parking area, common areas, Common Ground and easement strips for the purpose of doing the things herein specified, or any of them.

Sec.  3.12  - In exercising the powers, rights and privileges granted to them, and in discharging the duties imposed upon them, to, from time to time, employ agents, servants and laborers as they may deem necessary, and employ counsel and institute and prosecute such suits as they may deem necessary or advisable, and defend suits brought against them or any of them in their character or capacity as Trustees.

Sec.  3.121  - To consent to the encroachment upon or to the partial or full vacation of any easement created or established herein, or hereafter created or established upon Site, where in the opinion, judgment, and discretion of the Trustees, such encroachment or vacation is desirable by reason of errors in construction layout, surveys, or building location, or otherwise reasonably necessary or desirable; provided, however, in cases of martial vacation of any easement, the remaining part thereof shall be reasonably adequate for the purpose for which same shall have been created, and provided further, in the cases of full vacation of any easement, that there is no longer reasonably utility, or purpose therefor, or that a substitute easement is established concurrently with such vacation.

Sec.  3.122  - To reconvey to Owner, its Successors and assigns, upon the written demand of such Owner, its Successors or assigns, always however subject to the restrictions herein imposed thereon, governing the use, maintainence, and operation thereof, the common recreation areas and park areas and facilities located therein, said common recreation

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            Book 7097     page 2187

areas, and Common Ground, having herein initially been conveyed to Trustees, for the purpose of imposing these restrictions thereon, and securing to present or future holders of any Deed of Trust upon residence buildings, in the Site, and unto their Successors and Assigns, the continuing right to use and enjoy the recreation facilities situated in and located upon such common recreation area or Common Ground.

Sec.  3.123  -  To construct, reconstruct and maintain fences on the outboundary property lines of Site.

Sec.  3.124  - The right to use the Common Ground for such purpose(s) as in the sole judgment of Trustees, the Trustees may decide, provided such use is for the common use of all lot owners.  The right to grant road or utility or other easements to third parties outside of the subdivision.

Sec.  3.125  - The right to contract with any person or persons for the management of the Common Ground, or any part thereof, upon such reasonable fee or management basis and terms as the Trustees, in the sole discretion of Trustees, may approve.

Sec.  3.126  - The right to lease to any person or persons the Common Ground, or any part thereof, upon such terms and conditions as the Trustees, in their sole discretion, may approve, provided that such lease shall not impair the rights of persons claiming under Owner to use the Common Ground subject to such rules and regulations as said lease agreement may provide.

Sec.  3.127  - The right to authorize and permit, subject to such reasonable rules and regulations as the Trustees may promulgate, the Tenants, Licensees, Invitees, and Permittees of the Owner of any lot or lots established in the Site, to use the Common Ground.

Sec.  3.128  - The right to render, from time to time, other land adjacent to and contiguous with Site, subject to and subservient to this Agreement and Indenture, by appropriate legend on a plat of the land intended to be made subject to this Agreement and Indenture, or by filing an appropriate other instrument of record effective to make such land subject to this Agreement and Indenture.

Sec.  3.13  - To avail themselves of and exercise the rights and powers herein granted to them, provided that nothing herein contained shall be taken to compel the Trustees to make any payment or incur any liability in excess of the amount, which shall for the time being be in their hands as the result of assessments made against any of the owners of land in the Site, as hereinafter provided.

Sec.  3.14  - Assessments - In order to provide the means necessary to make the payments and perform the duties and avail themselves of and exercise the rights and powers aforesaid, and to secure the various ends contemplated and intended to be effected by means of this Indenture (other than the special assessments referred to in Section 3.16 of this Article III), the Trustees are hereby empowered to collect each year from and after the date of this Indenture, from the owners of any lots which may hereafter be created

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Book 7097  page 2188

upon and within said Site, a sum of money sufficient for all the general purposes hereinbefore recited (in addition to the special sums hereinafter in Section 3.16 of this Article III mentioned for specific purposes) provided that the total amount required in any year for said general purposes shall not exceed a sum equal to  One Hundred Twenty Five Dollars ($  125.00) per year per Single Family Residential Lot, provided that said sum shall on each fifth (5th) anniversary after September 6, 1978 be subject to increase or decrease by the percentage of increase or decrease in the Consumers Price Index for all urban Consumers (published by the U. S. Department of Labor), all items from the   6    day of September 1978 , using the year 1967 equals 100 as the base year.  So long as Owner shall own any lot in said subdivision, such lot shall not be subject to any assessments under this Indenture; if Owner shall permit any residence constructed on any lot owned by it to be occupied as a residence, then such lot shall be subject to assessments, if any, hereunder commencing for the calendar year of such occupancy and thereafter.

The total amount so required for general purposes shall be determined or estimated from year to year by the Trustees and may be made payable in advance or in one or more installments as Trustees may determine; and the owner or owners of each lot (excepting the owners of any roads, places, walks, avenues, circles, parking areas, easement strips, common areas, and Common Ground, title to which may be vested in the Trustees) irrespective of its location, now existing or hereafter created upon the Site, shall be required to pay in advance on such account such proportion of the said annual amount (in the installments as called for by the Trustee) as such lot bears to the sum of all single family residence lots then located in the Site. Taxes, sewer assessments, water, electric, gas, and other utility charges, which may be assessed against or charged for the roads, places, avenues, circles, parking areas, easement strips, common areas, and Common Ground, and the costs of operating, repairing, and maintaining, including the reconstruction, if necessary, of any common area, parking area, Common Ground, roads, places, avenues, circles, walks, and improvements located thereon, herein conveyed to the Trustees and title to which shall be held by the Trustees, shall be paid out of the funds collected in accordance with this paragraph. If the annual assessment for general purposes as previously fixed by the Trustees is insufficient to provide for all such general purposes, the Trustees may levy and collect additional assessments from time to time for general purposes, subject to limitations herein in this paragraph imposed on such assessments.

Sec.  3.15  - If the Trustees should at any time be sued for damages for personal injuries or death sustained by anyone or for damage to property by anyone sustained by anyone on the Site or by anyone by reason of any act of the Trustees, or any of them, in their character as Trustees, the Trustees may, if the insurance company insuring and indemnifying Trustees against loss or damage by reason of any such claim or suit, shall fail, refuse, or neglect to assume the defense of such claim or suit, or shall fail, refuse, or neglect to pay and satisfy any judgment rendered in such suit against the Trustee, employ attorneys to defend such suit or action or to compromise and settle, at any

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Book 7097   page 2189

time, such claims, before or after suit, or after judgment and the expense thereof, including any amount paid in settlement or in satisfaction of any judgment recovered against them, and interest and costs and attorney's fees and other costs of defending such action shall be assessed by the Trustees pro rata against the owners of residence lots and against the residences thereon situated, in the same manner as provided in the foregoing Section  3.14, and the payment thereof shall be enforced as hereinafter provided, the amount so to be paid shall be in addition to the assessment for general purposes referred to in the foregoing Section  3.14.

The Trustees shall also be authorized to expend money for the collection of assessments and keeping the books of account, and they are also authorized to purchase and carry insurance to protect them against claims for personal injuries or death, or for damage to property, sustained by anyone as hereinbefore provided, and to purchase fire and extended coverage insurance insuring any property owned by them in their capacity as Trustees against loss or damage by fire or other casualty, and any amounts so expended for insurance shall be included in expenditures for general purposes as provided in Section  3.14 of this Article III.

Sec.  3.16  - Whenever the assessments herein authorized under Section 3.14 and Section 3.15 are insufficient to defray the costs of constructing and reconstructing roads, places, avenues, circles, walks, parking areas, common areas, and Common Ground, and of operating and maintaining any common area, Common Ground, recreation facility, roads, places, avenues, circles, walks, and parking areas, the Trustees may levy a special assessment, without regard to the limitations thereon provided for in section 3.14 and 3.15, to dray such excess costs, provided, first, however, that the lien of any such special assessment shall be junior to and subordinate to the lien of any Deed of Trust imposed within four (4) years of the date of this Indenture upon any property affected by such assessment if the holder of such Deed of Trust be a duly qualified savings and loan association, bank, or insurance company, otherwise the lien of such assessment to be senior to that of any encumbrance recorded after the date of this Indenture, and provided, second, that no special assessment shall become effective until approved by two-thirds (2/3) vote of the record owners of any and all lots then subject to these Restrictions.  Such special assessments shall be made, if at all, in the same manner as herein provided for the making of assessments for general purposes under Section 3.14, and the enforcement of the collection thereof effected in the same manner hereinafter provided in Section 3.17 for the enforcement of collection of assessments made for general purposes.

Sec.  3.17  - A written or printed notice signed by the Trustees or a majority of them, or having names written or printed thereon with their authority, stating the amount of money required for general purposes, hereinbefore recited, of any installment or installments thereof, or of the sums hereinbefore required for special purposes (other than such general purposes), and the date or dates when payment thereof must be made, shall be served at least thirty (30) days before any payment under said notice shall be required to be made, upon each of said owners, either by delivering

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                                                                                                        Book 7097    page 219O

said notice to each owner personally, or to his agent, or to any person over the age of fifteen years (15) found in charge of their respective apartment buildings, or residences, as the case may be, or by mailing the same to such owner's last known address, or by posting the same upon any conspicuous place on the apartment building (or upon the residence building as the case may be), with respect to which such assessment is being made.  Service in any one of the said methods shall be sufficient; said annual amount and installments thereof (and any special assessment) required to be paid as above provided, shall as soon as such notice be served, become to the extent of and for the amount payable by each owner as above provided, a charge or lien upon his residence building, and upon his interest in any land or building a part of the Site, and said lien shall continue in full force and effect until said amounts are fully paid, and the same (together with all other assessments) shall constitute a first lein (excepting in cases of the lien of a Deed of Trust imposed upon any such property within four (4) years of the date of this Indenture, the lien of which, if the holder of such Deed of Trust be a duly qualified savings and loan association, bank, or insurance company, shall be senior to the lien of any special assessment) against the property superior to any lien or encumbrance which the owner may have heretofore created or may thereafter create against the said residence building, and owner's property and any improvements thereon, and all persons acquiring any interest in said residence buildings, and property, or any of them, from the owner and owners thereof, whether voluntarily or involuntarily, shall take the same subject to such right or power in the Trustees to assess 'the same for the purposes of this Indenture.  In case of said annual assessment or the amount of any installment thereof, or any special assessment, ' if not promptly paid when due, it shall thereafter bear interest at the maximum legal rate; and if after default the same shall have been placed in the hand of any attorney for collection, the fee of such attorney shall be paid by the residence building owner or owners, in default against whom such action to enforce collection has been taken, and shall likewise be a first lien (except as herein otherwise provided in the cases of Deeds of Trust imposed upon such property within four (4) years of the date of this Indenture, and held by a savings and loan association, bank, or insurance company) on the residences and property of such owner or owners.  The Trustees may institute and prosecute any legal proceedings in law or in equity, or both, against the owner or owners so making default, and against their respective residence building and lot, and against all persons claiming through and under them, to compel such payment with interest, costs of suit and attorney's fees attending the recovery of payment in default.  Each residence building and lot, in respect of which default in made shall at all times on occasion of any such default be liable to be sold under decree of any court of competent jurisdiction in appropriate legal proceedings in like manner as if the amount so due and; unpaid with interest, costs and attorney's fees, were secured by mortgage or Deed of Trust on such building, property and lot, to the end that out of the proceeds of such sale the amount so in default be raised and paid, with interest, costs and attorney's fees; the purchaser or purchasers, however, at such sale shall take subject to this Indenture and to all of the covenants, easements, provisions, powers and rights herein contained, created, or granted, in

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Book 7097   page 2191

the same manner and to the same extent as if the said owners has sold said building or buildings, property, and lot or lots voluntarily subject to the provisions hereof, excepting of course that such sale shall clear the property sold from the lien of the particular assessment in default and on account of which said sale occurred.  The owner of any such building, property, or lot at the time of such assessment, whether general or special, shall also be personally liable to the Trustees for the payment thereof, together with interest, costs and attorney's fees.

ARTICLE IV

Owner, for itself, its successors and assigns, and for and on behalf of all persons who may hereafter derive title to or otherwise hold through it, its successors or assigns, any one or more of the residential lots covenants with the Trustees and for the benefit of such future owners and each of them, as follows:

Sec.  4.01  - Trustees, in their sole discretion, shall have the right and power to approve or reject all plans and specifications for the construction, reconstruction, addition or alteration, painting or repainting to any building, fence, wall, or other structure of any kind, as well as for the location and grade of any structure upon any lot and the general grading and landscape treatment.  No work shall be started upon any of the improvements until the plans and specifications for same have been submitted to and received the written approval of the Trustees.  The Trustees shall have the right to disapprove and reject any such plans which in their opinion would be injurious to, or out of harmony with, the present or future development of the Site, and in so passing upon such plans and specifications, they shall have the right to take into consideration the type, use, and color of materials and of finish, the architectural design, general aesthetic appearance, landscaping plans, and any and all other facts, which in their judgment, affects the desirability and suitability, and the maintenance of the Site as a first class residential and residential apartment site.  Each residence shall have a miniumum of  1700   square feet of living area, exclusive of garage, porches and basement. Owner reserves to Owner, and to any successor developer, the right to maintain on Site, sales office, construction trailers, and construction equipment.

Sec.  4.02  - No "For Sale" or other signs or displays of any type shall be placed or displayed upon any building located in, or upon any part of the Site, without the prior written approval of the Trustees, who shall have the right, in their sole discretion, to approve such signs as to form, contents, size, and location.

Sec.  4.03  - No oil drilling, oil development operations, oil refining or mining operations of any kind shall be permitted upon or in any part of the Site, nor shall oil wells, tanks, tunnels, mineral excavations, or shafts be permitted upon the Site.  No derrick, tank, or other structure designed for use in storing or boring for oil or natural gas or other mineral shall be erected, maintained, or permitted upon the Site.

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                                                                                                                           Book 7097   page 2192

Sec.  4.04  - When and if the Site, or any part thereof, is platted of record into lots, no platted lot shall thereafter be resubdivided, nor a fractional part thereof sold without the written consent of the Trustees, who are hereby authorized, if in their judgment or discretion, such consent is desirable and beneficial to the Site, to consent thereto.

Sec.  4.05  - No residential building, now or hereafter constructed upon the Site shall be used for other than solely residential purposes, nor shall same be used for any purpose prohibited by law or ordinance, nor shall anything be done, or said building used for any purpose, which, in the judgment of Trustees, may be or hereafter become a nuisance to any user of any residence lot in the Site.

Sec.  4.06  - No pigeons, poultry, cattle, hogs, rabbits, or other animals excepting one dog, per single family residence, if such dog be confined in an enclosed area, may be kept upon any part of the Site except on written permission of the Trustees, who shall, in their sole discretion, have the right to. grant such permission, subject to revocation at any time at the pleasure of said Trustees.  No clothes shall be hung on any line or other device outside of any dwelling.  No trailers, motorized campers of any make or variety, trucks or boats shall be parked (except for temporary purposes not exceeding four hours) in any Street in the Subdivision, nor upon any part of any lot, without the prior consent of the Trustees.  No person shall reside on any lot in any temporary tent, temporary structure, or trailer home.

Sec.  4.07  - Each of the covenants and restrictions in this Article Iv shall run with the land, and shall attach to and run with the-Site, and with any lot hereafter created upon and out of said Site, and to and with all titles, interest, encumbrances and estates in the same, and shall be binding upon every owner or occupant of any part of the Site as fully as if expressly contained in proper and obligatory covenants or conditions in each contract or conveyance of or concerning the Site or any part thereof, including any improvements thereon; the Trustees shall have the rights to recover from any person violating any such covenant all costs and expenses incurred in procuring the enforcement thereof, including, but not by way of limitation, court costs, attorney's fees, and damages for any violation.

Sec.  4.08  - Each lot encumbered hereby shall be subject to the sideyard and building line requirements, if any, of St. Louis County Ordinances and to those shown on the Plat encumbered hereby, except as may be amended by St. Louis Board of Zoning Adjustment and approved by the Trustees.

ARTICLE V

(Amendment and Modification)

Anything in this Indenture to the contrary notwithstanding, the record owners of the lots now platted of record and of those lots which may hereafter be platted or record and a part of Site, and the record owners of those lots or hereafter made subject to these Restrictions may, by two-thirds (2/3) vote of said owners, amend, modify, remove, or release, in whole or in part, any of the restrictions herein created or may impose new and additional restrictions, which shall be

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Book 7O97    page2193

applicable to Site provided; First, that no such amendment, modification, release (whether in whole or in part), or imposition of additional restrictions, shall become effective until an appropriate instrument executed and acknowledged by those persons approving same, shall be duly recorded in the St. Louis County Recorder's Office; and Second; that whenever any vote is required hereunder, the record owner or owners of each single family residence lot shall be entitled to one (1) vote.

Anything in this Indenture to the contrary notwithstanding, the record owners of the fee simple title of at least two-thirds (2/3) of the lots upon Site now subject to and hereafter named subject to these restrictions, may, at any time hereafter, by instrument duly signed, acknowledged and recorded by them, amend, modify, remove or release, in whole or in part, any of the restrictions herein created, or may by such instrument impose new and additional restrictions which hereafter shall govern any or all of the buildings and lots on the Site.

Owner also reserves the right for a period of nine (9) years after the effective date of this Indenture, by Supplemental Indenture, duly signed, executed and recorded, to impose new and additional restrictions, or to amend and/or modify this Indenture without the consent of any person or persons claiming by, through and under Owner, except that no such amendment shall authorize any increase in assessments unless the holder of any mortgage encumbering any part of Site has consented in writing to such amendment. Trustees herein are authorized to accept from Owner in the future additional roads, places, avenues, circles, walks, parking areas, common areas, and Common Ground, and to hold title thereto subject to the terms of this Indenture and subject to the terms of such further restrictions, if any, as Owner may impose therein at the time of such conveyance.

Any amendment made prior to the completion of the development of the subdivision subject to the Indenture shall be subject to reviewed and approval of the Director of Planning of St. Louis County, Missouri.

ARTICLE VI

(Removal of Trustees and Enforcement of Restrictions)

Sec.  6.01  - Should any of the Trustees herein designated, or any of their respective Successor Trustees, be guilty of malfeasance nonfeasance, or misfeasance in office, then the Owners of at least ten per cent (10%) of the number of residential lots located upon the Site, or the holder of any note secured by Deed of Trust upon any apartment building located in the Site, provided such holder be a qualified bank, insurance company, or savings and loan association, may institute an action and proceeding in the names of such holder in a court of competent jurisdiction in the County in which the Site is situated, for the purpose of securing and effecting the removal of any such Trustee.

Sec.  6.02  - Before any suit may be brought under this Article VI for the removal of any Trustee, and as a condition precedent to any such suit, such Trustee shall be given written notice specifying in particular each of the grounds

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          Book 7097   page 2194

of alleged malfeasance, nonfeasance, or misfeasance of any such Trustee, and such Trustee shall have forty-five (45) days within which to cure any such default.  If within said forty-five (45) days such Trustee shall have cured said default, or if within said forty-five (45) days Trustee shall have in good faith taken effective steps to cure such default, and shall prosecute such steps with continuity, good faith, and due diligence, then such action on the part of such Trustee shall constitute full and complete defense to any action brought for such Trustee's removal.

Sec.  6.03  - Anything to the contrary notwithstanding, the embezzlement by any Trustee herein of any funds received by any such Trustee, in their capacity as such, shall always constitute a ground for such Trustee's removal, and such misfeasance by any such Trustee shall not be subject to the curative procedure set forth in Section 6.02 hereinabove.

ARTICLE VII

(Surface Storm Water Drainage)

No person deriving title to any part of Site, by, through, and under owner, shall have the right to modify, change, or alter such grade as owner may have established, or may hereafter establish upon Site nor obstruct, alter, or change, in any way the drainage of surface waters after the courses thereof shall have been fixed by reason of any grade established by Owner, unless such person shall have first procured the written consent and authorization of Trustees.

ARTICLE VIII

(Eminent Domain Compliance with Local Laws and Assessments 

                                                                   for Street Lights, Roadways and Easements)

(a)   In the event it shall become necessary for any public agency to acquire all or any part of the property herein conveyed to the Trustees, for any public purpose, the Trustees, during the period of Trust as well as the times fixed for the appointment or election of Trustees, are hereby authorized to negotiate with such public agency for such acquisition and to execute instruments necessary for that purpose.  Should acquisition by eminent domain become necessary, only the Trustees need be made parties, and in any event the proceeds received shall be held by the Trustees for the benefit of' those entitled to the use of the common property, roads or easements.

(b)   Notwithstanding any other condition herein, the Trustees shall make suitable provisions for compliance with all subdivision and other ordinances, rules and regulations of St. Louis County or any other municipality of which the subdivision may become a part and for such purposes shall not be limited to the maximum assessment provided for herein.  Specifically and not by way of limitation, the Trustees shall make provision for the maintenance and operation of all street lights, roadways and easements.

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          Book 7097   page 2195

IN WITNESS WHEREOF, Owner has caused this Indenture to be duly signed by its President and its corporate seal to be hereto affixed, attested by its Secretary, and the Trustees have also hereto set their hands this day and year first in this Indenture written. 

ROYALWAY DEVELOPMENT COMPANY

By:  ____________________________________

DANIEL M. BOGARD,  President

      _____________________________________

SIDNEY LIBRACH,  Trustee

      _____________________________________

LEONARD S. KEIM,  Trustee

                      _____________________________________

DAVID L. KENNEY,  Trustee

STATE OF MISSOURI         )

                                             )   SS

COUNTY OF ST. LOUIS      )

On this  6th    day of September, 1978, before

me-appeared DANIEL M. BOGARD, to me personally known, who, being by me duly sworn, did say that he is the President of ROYALWAY DEVELOPMENT COMPANY, a corporation of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Directors; and said DANIEL M. BOGARD acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, year first above written.

                                                                              ________________________________

Notary Public

My Commission expires:       4/5/81  

STATE OF MISSOURI          )

                                              )    SS

COUNTY OF ST. LOUIS       )

On this  6th    day of September, 1978, before me appeared before me appeared SIDNEY LIBRACH, LEONARD S. KIEM and DAVID L. KENNY Trustees for ROYALWOOD SUBDIVISION, to me known to be the persons described in and who executed the foregoing instrument, and acknowledged that they executed the sane as their free act and deed.

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                                                                                  Book 7097   page 2196 

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, year first above written.

                                                                              ________________________________

Notary Public

My Commission expires:       4/5/81  

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                                                                                                      Book 7097    page 2197

END OF DOCUMENT

The original of this document shows the appropriate signatures above.